UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Equity Corporation International
(Exact name of registrant as specified in its charter)
Delaware 75-2521142
(State of incorporation or organization) (I.R.S. Employer Identification No.)
415 South First Street, Suite 210
Lufkin, Texas 75901
(Address of principal executive office) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
Item 1 of the registrant's Form 8-A is hereby amended as follows:
The description of Preferred Share Purchase Rights set forth under
"Description of Capital Stock -- Certain Anti-Takeovers, Limited Liability and
Indemnification Provisions -- Rights Plan" contained in the prospectus filed
with the Commission on October 18, 1994 as part of Amendment No. 4 to the
Registration Statement on Form S-1 (Reg. No. 33-82546) filed with the with
Commission on October 18, 1994 (the "Registration Statement"), which is
incorporated by reference in answer to this Item 1, is hereby amended to delete
Service Corporation International or its affiliates, including Investment
Capital Corporation, as persons not considered Acquiring Persons.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A/A,
which constitute all constituent instruments defining the rights of the holders
of the Company's Common Stock, including any contracts or other documents which
limit or qualify the rights of such holders, are either filed herewith or are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
3.1+ Amended and Restated Certificate of Incorporation (filed as Exhibit 4.1
to the Company's Registration Statement on Form S-8 (Reg. No.
33-98052)).
3.2+ Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052)).
4.1+ Form of Certificate representing shares of Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Reg.
No. 33-82546)).
4.2+ Stockholder Rights Agreement, dated October 13, 1994, between the
Company and American Stock Transfer & Trust Company, as Rights Agent
(filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994).
4.3+ Form of Rights Certificate (filed as Exhibit B to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994).
4.4+ Form of Certificate of Designation of Series One Junior Participating
Preferred Stock (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (Reg. No. 33-98052)).
4.5+ First Amendment to Stockholder Rights Agreement, dated September 10,
1996, between the Company and American Stock Transfer & Trust Company,
as Rights Agent (filed as Exhibit 6 to the Company's Registration
Statement on Form 8-A/A (Amendment No. 2) dated September 11, 1996).
4.6 Second Amendment to Stockholder Rights Agreement, dated as of April 17,
1997, between the Company and American Stock Transfer & Trust Company,
as Rights Agent.
- ----------
+Incorporated herein by reference
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 3 to
Registration Statement on Form 8-A/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. CARDON GERNER
-------------------------------
W. Cardon Gerner,
Senior Vice President and
Chief Financial Officer
Dated: May 19, 1997
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
3.1+ Amended and Restated Certificate of Incorporation (filed as Exhibit 4.1
to the Company's Registration Statement on Form S-8 (Reg. No.
33-98052)).
3.2+ Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052)).
4.1+ Form of Certificate representing shares of Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Reg.
No. 33-82546)).
4.2+ Stockholder Rights Agreement, dated October 13, 1994, between the
Company and American Stock Transfer & Trust Company, as Rights Agent
(filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994).
4.3+ Form of Rights Certificate (filed as Exhibit B to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994).
4.4+ Form of Certificate of Designation of Series One Junior Participating
Preferred Stock (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (Reg. No. 33-98052)).
4.5+ First Amendment to Stockholder Rights Agreement, dated September 10,
1996, between the Company and American Stock Transfer & Trust Company,
as Rights Agent (filed as Exhibit 6 to the Company's Registration
Statement on Form 8-A/A (Amendment No. 2) dated September 11, 1996).
4.6 Second Amendment to Stockholder Rights Agreement, dated as of April 17,
1997, between the Company and American Stock Transfer & Trust Company,
as Rights Agent.
- ----------
+Incorporated herein by reference
-4-
EXHIBIT 4.6
SECOND AMENDMENT
TO
STOCKHOLDER RIGHTS AGREEMENT
This Second Amendment to the Stockholder Rights Agreement (this
"Amendment") between Equity Corporation International, a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation, as Rights Agent (the "Rights Agent"), is dated as of April 17,
1997.
RECITALS:
WHEREAS, the Company and the Rights Agent have previously entered into
a Stockholder Rights Agreement dated as of October 13, 1994 and amended pursuant
to a certain Stockholder Rights Agreement dated as of September 10, 1996 (the
"Stockholder Rights Agreement"); and
WHEREAS, Section 26 of the Stockholder Rights Agreement provides that
prior to the Distribution Date (as defined therein) and subject to certain
exceptions, the Company and the Rights Agent shall, if the Company's Board of
Directors (including a majority of the Continuing Directors (as defined therein)
so directs, supplement or amend any provision of the Stockholders Rights
Agreement without the approval of any holders of certificates representing the
Company's Common Shares (as defined therein); and
WHEREAS, the date of this Amendment is prior to the Distribution Date;
and
WHEREAS, the Board of Directors of the Company (including a majority of
the Continuing Directors) has directed that the Company and the Rights Agent
amend the Stockholder Rights Agreement pursuant to this Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the
Stockholder Rights Agreement shall be amended and restated in its entirety to
read as follows:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
20% or more of the Common Shares of the Company then outstanding, but
shall not include (i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company or (iii) any employee benefit plan
of the Company or any Subsidiary of the Company or any Person or entity
holding shares of capital stock of the Company for or pursuant to the
terms of any such plan, in its capacity as an agent or trustee for any
such plan. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common Shares by
the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such
Person to 20% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 20% or more of the Common Shares of the Company
then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner
of any additional Common Shares of the Company, then such Person shall
be deemed to be an "Acquiring Person."
2. Section 3(a) of the Stockholder Rights Agreement shall be amended
and restated in its entirety to read as follows:
<PAGE>
"(a) Until the earlier of (i) the close of business on the
30th day after the Shares Acquisition Date and (ii) the close of
business on the 30th day after the date that a tender or exchange offer
by any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity holding shares of capital stock of the Company
for or pursuant to the terms of any such plan, in its capacity as an
agent or trustee for any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) (or any successor rule) of the
General Rules and Regulations under the Exchange Act, the consummation
of which would result in any Person becoming the Beneficial Owner of
Common Shares aggregating 20% or more of the then outstanding Common
Shares (including any such date which is after the date of this
Agreement and prior to the issuance of the Rights; the earlier of such
dates being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b) of
this Section 3) by the certificates for Common Shares registered in the
names of the holders thereof (which certificates for Common Shares
shall also be deemed to be certificates for the Rights) and not by
separate certificates, and (y) the Rights and interests therein will be
transferable only in connection with the transfer of the associated
Common Shares. As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign,
and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid
mail, to each record holder of Common Shares as of the close of
business on the Distribution Date, at the address of such holder shown
on the records of the Company, one or more Rights certificates, in
substantially the form of Exhibit B hereto (a "Rights Certificate"),
evidencing one Right for each Common Share so held, subject to
adjustment as provided herein. In the event that an adjustment in the
number of Rights per Common Share has been made pursuant to Section
11(n) hereof, then at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that
Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of
and after the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates."
3. Section 11(a)(ii) of the Stockholder Rights Agreement shall be
amended and restated in its entirety to read as follows:
"(ii) In the event that any Person (other than (i) the
Company, (ii) any Subsidiary of the Company or (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company or any
Person or entity holding shares of capital stock of the Company for or
pursuant to the terms of any such plan, in its capacity as an agent or
trustee for any such plan), alone or together with its Affiliates and
Associates, shall, at any time after the Rights Dividend Declaration
Date, become an Acquiring Person, then, promptly following the first
occurrence of such event, proper provision shall be made so that each
holder of a Right (except as provided in Section 7(e) hereof) shall
thereafter have the right to receive, upon exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement
and in lieu of Preferred Share Fractions, such number of Common Shares
of the Company as shall equal the result obtained by (x) multiplying
the then current Purchase Price by the then number of Preferred Share
Fractions for which a Right is then exercisable and (y) dividing that
product (which shall thereafter be referred to as the "Purchase Price"
for each Right and for all purposes of this Agreement) by 50% of the
then current market price (determined pursuant to Section 11(d) hereof)
per Common Share on the fifth day after the date on which a Person has
become an Acquiring Person, or the fifth day after the Shares
Acquisition Date, whichever market price shall be less (such number of
shares being hereinafter referred to as the "Adjustment Shares"). In
the event that any Person shall become an Acquiring Person and the
Rights shall then be outstanding, the Company shall not take any action
that would eliminate or diminish the benefits intended to be afforded
by the Rights."
4. Except as amended by this Amendment, the Stockholder Rights
Agreement shall remain in full force and effect.
2
<PAGE>
5. This Amendment may be executed in any number of counterparts, and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
EQUITY CORPORATION INTERNATIONAL
By:
---------------------------------
Name: James P. Hunter, III
Title: Chairman, President & Chief
Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By:
---------------------------------
Name:
Title:
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